This past winter, George Fraley got a certified letter from a Republican attorney demanding payment of more than $219,000 in overdue legal fees from the 2010 gubernatorial recount.

There were two problems: The letter listed Fraley as CEO of a company he'd never heard of -- Count Them All Properly Inc. Second, he never agreed to bankroll the recount for Republican gubernatorial candidate Tom Emmer.

"This has been, without a doubt, one of the screwiest things that has ever happened in my life," said Fraley, who is not politically active and who has no ties to the GOP.

Fraley's fight to get his name removed from the corporate filings for Count Them All Properly is coming to light as state regulators and a watchdog group are probing whether the company was created chiefly to keep debt off the books of the state Republican Party, which owes creditors $2 million, including recount debt.

GOP activists were rocked again last week when they learned that the party is $111,000 behind on rent. On Tuesday a Ramsey County district judge will conduct a hearing on whether the party can be evicted from its longtime St. Paul headquarters.

A top official with Count Them All Properly said there is nothing unseemly about the company or its operations.

"It is legitimate, it was not a hiding opportunity for debt," said Mary Igo, the company's newly listed chief executive and a veteran GOP activist.

The Minnesota Campaign Finance and Public Disclosure Board is investigating Count Them All Properly as part of its inquiry into the state Republican Party.

For regulators, watchdog groups and those owed money, it has been unclear who had been in charge of Count Them All Properly.

In the last two years, Count Them All Properly has listed two CEOs, both of whom say they have never heard of the company. Count Them All Properly has no corporate office, no phone number and no website. It does, however, have roughly $500,000 in debt, mostly to recount lawyers.

The company was incorporated in late 2010 by Daniel Puhl, a former administrator for the Republican National Committee who specializes in helping political parties, businesses and candidates work with the Federal Elections Commission.

About two weeks later, a CEO was listed: Jon Richard Schroeder.

Like Fraley, Schroeder says he had never heard of the company or agreed to be its chief executive.

"I have no idea how my name got on there," said Schroeder, who runs a heating and air conditioning company in Maple Grove. "I have never been associated with them."

As recount debt piled up, Schroeder said he started getting calls from people looking for the CEO. He told them the same thing: It's not me; call someone else.

Months later, Schroeder's name was replaced in state records with a new CEO: George Fraley.

"We have no idea how that happened," Igo said. "There is no reason why any of them should have been attached to it."

Puhl said he no longer has any ties to the company. He said he has no idea how two erroneous CEOs were listed.

The secretary of state's website makes it relatively easy for someone to change corporate CEOs or other company officers, either intentionally or by accident. It requires no special password, no signature and does not alert a company when changes are made.

Changes can be a felony

But people who make such a change erroneously can be charged with felony forgery, which is punishable by up to 10 years in prison and a $20,000 fine.

Bert Black, legal advisor for the secretary of state, said it is rare for errors to occur. Making such an error twice is almost unheard of. "This is an unusual situation," Black said.

Count Them All Properly was formed Dec. 3, 2010, just three days before Emmer conceded -- as the Republican Party faced mounting debt.

Former state GOP Chairman Tony Sutton said lawyers suggested that it would be best to create a separate company to handle the recount, similar to what's been done in other recounts.

Although he was the head of the party at the time, Sutton said he did not play a key role in starting Count Them All Properly and learned that Igo was in charge only after it was created.

Igo would not say exactly how she came to be in charge of the company, other than to say she received a call after the election from someone asking her to head the company.

Igo, who was never a strong Emmer backer, declined to reveal who reached out to her. She said she has never been paid for her work with Count Them All Properly.

The company's makeup remains a mystery. After Fraley and his lawyers complained, a correction was filed with the state to replace him with Igo as CEO. The company is not required to list a board of directors, and Igo declined to name them.

The questions surrounding Count Them All Properly grow even more pressing as state Republican Party leaders and unpaid lawyers sort out who is liable for the recount debt. Sutton signed an agreement with attorney Tony Trimble saying the state GOP would pay the bills, but so far the new party leaders have not publicly committed to honoring the debt. State Party Chairman Pat Shortridge declined to comment for this story.

Trimble, who sent the letter to Fraley, also declined to comment.

Igo said the company has every intention of making sure the debt is paid and has never considered bankruptcy.

"They will be repaid, in some way, I hope. God willing," she said. "Republicans would prefer to pay debts back, even if it takes some time."

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